Wall Paper Company's Appeal

15 Pa. Super. 407 | Pa. Super. Ct. | 1900

Opinion by

William W. Pobteb, J.,

This appeal is from the decree based upon the auditor’s report which was before us in the preceding case. The appellant is one claiming right to participation in the distribution by virtue of a mechanic’s lien. In this claim Zane, before he had title to the ground intended to be improved, made a contract with one, Kantrowich, for painting and paper hanging. Subsequently, the contract was re-executed by interlineation, notation and resigning. The present appellants claim a right to a mechanic’s lien for wall papers furnished to Kantrowich and used in the operation. They are met by many obstacles. It seems that their claim might be disposed of on the ground that they were barred by the re-execution and the filing of the contract under the act of 1895. The discussion of this subject is to be found in the preceding case. Aside from this, however, the auditor finds, as a fact, that the claimants did not furnish the goods as subcontractors under Kantrowich, but on the credit of the equity in the operation. The finding is: “ The auditor must decide against the claim on the ground that the claimant looked not to the operation, but to the equities in the houses for payment.” We have examined the recitals in the report which lead up to this conclusion, and the evidence upon which it is based. We find nothing in the record as laid before us which would lead us to overturn the finding of the auditor, which has been approved by the court below.

Further than this, the claimants are a foreign corporation. They have more than one branch store located in the city of Philadelphia. These are separately organized and managed as independent business houses. The company has filed a statement under the provisions of the act of 1874, giving the name of one of its agents and of one of its places of business. This agency or branch did not furnish the goods used in the building operation of Zane. The goods were furnished by another branch or agency in charge of a different agent and doing an independent business. Neither the agent nor the agency furnishing the goods was registered, and no certificate of the secretary of the commonwealth was exhibited at this place where the business was conducted. We have had occasion to pass upon the effect of the provisions of the act of 1874 more than once (see opinion in Building & Loan Association v. Berlin and Same v. Neal, 15 Pa. Superior Ct. pp. 399, 400). They are mandatory and prohibitory in effect. The 2d section of the act provides that it shall not be lawful for any foreign corporation to do any business in the commonwealth until it shall have filed in the office of the secretary of the commonwealth a statement under the seal of the corporation, signed by the president and secretary, showing the title and object, “ the location of its office or offices, and the name or names of its authorized agent or agents therein; ” and the certificate of the secretary of the commonwealth of the filing of the statement “ shall be preserved for public inspection by each of said agents in each and every of said offices.” The express provisions of the act have thus failed of fulfilment, since it is manifest from mere statement that the maintenance of a place of business conducted by a local manager and the sale of goods within the commonwealth is a “ doing of business ” within the act of 1874.

Under these circumstances, it is not necessary to notice the failure of the claimant to show a fulfilment of the provisions of the act of 1889, which requires registration with the auditor general. It seems that this again would defeat the appellant’s claim, but we need enter upon no discussion of this subject, since for at least two other sound reasons the appellant’s claim cannot be sustained.

The decree of the court below in respect to this claim is, therefore, affirmed.